Unassociated Document


     

    EXHIBIT
10.1

    


    AMENDED
AND RESTATED

    COMPENSATION
PLAN FOR NON-EMPLOYEE DIRECTORS

     

    This is
the Compensation Plan (the “Plan”) for Non-Employee Directors (each a
“Non-Employee Director”) of Nektar Therapeutics (the “Company”). This Plan was
approved by the Board of Directors and made effective June 1, 2006 and amended
and restated by Board of Directors and made effective March 1, 2007 and amended
and restated by Board of Directors March 20, 2008 and made effective as of
January 1, 2008 and amended and restated by the Board of Directors September 15,
2009 and made effective as of January 1, 2010.  The terms and
conditions of the Plan are described below:

    


    
      	
               
      

            	
              ·

            	
              An
      annual retainer of $25,000 for serving on the Board of Directors, payable
      in equal quarterly installments;

            


    

     

    
      	
               
      

            	
              ·

            	
              An
      annual retainer of $25,000 for serving as the Chair or Lead Director of
      the Board of Directors, payable in quarterly
  installments;

            


    

     

    
      	
               
      

            	
              ·

            	
              An
      annual retainer of $20,000 for serving as the Chair of the Company’s Audit
      Committee, payable in equal quarterly
  installments;

            


    

     

    
      	
               
      

            	
              ·

            	
              An
      annual retainer of $15,000 for serving as Chair of the Company’s
      Compensation Committee, payable in equal quarterly
      installments;

            


    

     

    
      	
               
      

            	
              ·

            	
              An
      annual retainer of $10,000 for serving as Chair of the Company’s
      Nominating and Corporate Governance Committee, payable in equal quarterly
      installments;

            


    

     

    
      	
               
      

            	
              ·

            	
              An
      annual retainer of $5,000 for serving as Chair of any other committee
      established by the Board of Directors, payable in equal quarterly
      installments;

            


    

     

    
      	
               
      

            	
              ·

            	
              Each
      Non-Employee Director shall receive $2,000 for attending each in-person or
      telephonic board meeting.  Each Non-Employee Director shall
      receive $1,000 for each in-person board meeting attended via conference
      telephone.

            


    

     

    
      	
               
      

            	
              ·

            	
              Each
      Non-Employee Director shall receive $1,500 for attending a each in person
      or telephonic committee meeting.  Each Non-Employee Director
      shall receive $750 for each in-person committee meeting attended via
      conference telephone.

            


    

     

    
      	
               
      

            	
              ·

            	
              Each
      Non-Employee Director shall be reimbursed for customary expenses for
      attending Board of Director, committee and stockholder
      meetings;

            


    

     

    
      	
               
      

            	
              ·

            	
              Upon
      initial appointment to the Board of Directors, each Non-Employee Director
      shall receive equity compensation composed of either (i) stock options at
      an exercise price equal to the closing price of the Company’s common stock
      as reported by the Nasdaq Global Select Market on the grant date, under
      the Company’s equity incentive plan; or (ii) fifty percent (50%) stock
      options at an exercise price equal to the closing price of the Company’s
      common stock as reported by the Nasdaq Global Select Market on the grant
      date and fifty percent (50%) restricted stock unit awards, each under the
      Company’s equity incentive plan. This initial appointment equity
      compensation award will be based on one hundred and fifty percent (150%)
      of the annual equity compensation grant, as determined annually by the
      Board of Directors in consultation with its professional advisors. For
      purposes of the foregoing, the value of stock options will be determined
      based on the Black-Scholes valuation methodology and the value of
      restricted stock units will be based on the value of the Company’s common
      stock on the grant date;

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
               
      

            	
              ·

            	
              In
      September of each year, each Non-Employee Director shall receive equity
      compensation composed of either (i) stock options at an exercise price
      equal to the closing price of the Company’s common stock as reported by
      the Nasdaq Global Select Market on the grant date, under the Company’s
      equity incentive plan; or (ii) fifty percent (50%) stock options at an
      exercise price equal to the closing price of the Company’s common stock as
      reported by the Nasdaq Global Select Market on the grant date and fifty
      percent (50%) restricted stock unit awards, each under the Company’s
      equity incentive plans. This annual equity compensation award will be
      based on a review of equity compensation for non-employee directors of
      comparable companies as determined annually by the Board of Directors in
      consultation with its professional advisors. For purposes of the
      foregoing, the value of stock options will be determined based on the
      Black-Scholes valuation methodology and the value of restricted stock
      units will be based on the value of the Company’s common stock on the
      grant date.  If any Non-Employee Director is appointed following
      the annual grant of equity compensation, he or she will also be entitled
      to a pro-rata portion of the most recent annual grant of equity
      compensation determined by the Board of Directors;
  and

            


    

     

    
      	
               
      

            	
              ·

            	
              Non-Employee
      Directors are also eligible for discretionary grants of options or
      restricted stock units under the Company’s equity incentive
      plan.

            


    

     

    Options
granted to a Non-Employee Director for their annual service on the Board of
Directors shall vest monthly over a period of one year. Restricted stock unit
awards granted to a Non-Employee Director for their annual shall vest monthly
over a period of one year.  Options granted to a Non-Employee Director
for their initial appointment to the Board of Directors shall vest monthly over
a period of three years. Restricted stock unit awards granted to a Non-Employee
Director for their initial appointment shall vest monthly over a period of three
years. The exercise price of options granted to a Non-Employee Director shall be
equal to 100% of the fair market value of the Company’s common stock on the
grant date. Following completion of a Non-Employee Director’s service on the
Board of Directors, his or her stock options will remain exerciseable for a
period of eighteen months.  The term of options granted to a
Non-Employee Director is eight years. In the event of a change of control, the
vesting of each option or restricted stock unit award shall accelerate in full
as of the closing of such transaction.

    


    Ownership
Guidelines

    


    The Board
of Directors of the Company believes that Non-Employee Directors should own and
hold common stock of the Company to further align their interests and actions
with the interests of the Company’s stockholders. Therefore, the Board of
Directors has adopted the following Stock Ownership Guidelines effective January
1, 2010.

    


    Non-Employee
Directors of the Company should own at least 9,000 shares of Nektar’s common
stock.  The minimum stock ownership level should be achieved by each
Non-Employee Director within five years of the adoption of these guidelines or
first appointment to the Board.  Any change in the value of the stock
(such as a stock split, stock dividend, recapitalization, etc.) will not affect
the amount of stock Non-Employee Directors must hold.  Once achieved,
ownership of the guideline amount should be maintained as long as the
Non-Employee Director retains his or her seat on the Board.

    


    Stock
that counts towards satisfaction of these guidelines include:

    
      	
               
      

            	
              §

            	
              Stock
      purchased on the open market;

            


    

    
      	
               
      

            	
              §

            	
              Stock
      obtained through stock option
exercises;

            


    

    
      	
               
      

            	
              §

            	
              Restricted
      stock units;

            


    

    
      	
               
      

            	
              §

            	
              Stock
      beneficially owned in a trust, by a spouse and/or minor children;
      and

            


    

    
      	
               
      

            	
              §

            	
              Other
      equity vehicles such as deferred stock units that may be implemented from
      time to time.

            


    

    


    These
ownership guidelines are non-binding.  There may be rare instances
where these guidelines would place a severe hardship on a Non-Employee
Director.  In these cases, the Board will make the final decision as
to developing an alternative stock ownership guideline for a Non-Employee
Director that reflects the intention of these guidelines and his or her personal
circumstances.